Written By: Apoorv Agarwal
Case: Exclusive Capital Limited & Ors. v. Kanta Agarwala &Anr.
Civil Appeal No. 15207/2025 | Decided on: January 27, 2026
Exclusive Capital Limited (“ECL”), a Delhi-based NBFC, obtained a stay from the Supreme Court on January 27, 2026, halting an investigation ordered into its affairs under Section 213 of the Companies Act, 2013. The Court also suo motu impleaded the RBI as a party, raising a fundamental question about the regulatory overlap between a sectoral regulator and general company law mechanisms.
Mrs. Kanta Agarwala and Mr. Suresh Agarwala, minority shareholders and relatives of ECL’s Managing Director, filed an oppression and mismanagement petition before the NCLT. They alleged siphoning of funds, improper conversion of Optionally Convertible Debentures (OCDs worth ₹315 crore) into Compulsorily Convertible Preference Shares (CCPS), unsecured loans, and misuse of company funds for luxury vehicles. Critically, the Respondents became shareholders only in September 2022 after the OCD investment and conversion had already taken place, with their full knowledge.
The NCLT initially ordered cancellation of the CCPS, suspension of the Board, and appointment of Retd. Justice R.K. Gauba as Administrator in May 2024. The NCLAT subsequently modified this, reinstating the Board and converting Justice Gauba’s role to that of an Observer. Notably, just six days after the NCLT cancelled the CCPS, a company controlled by the Respondents’ family Evaan Holdings purchased 17.5 crore CCPS for ₹175 crore, despite knowing of the cancellation order. The Respondents also filed a writ petition before the Delhi High Court seeking RBI intervention, reflecting a pattern of pursuing control over ECL through multiple judicial and regulatory channels simultaneously.
In July 2025, the NCLT ordered a full investigation under Section 213, despite the original oppression petition having already been disposed of, and despite the Observer Reports being unadjudicated. The investigation Order was then upheld by the NCLAT.
Senior Advocate Dr. Abhishek Manu Singhvi advanced arguments on behalf of ECL. First, that Section 213(a) and (b) must be read conjunctively, requiring proof of fraud or misconduct in every case. Second, that even subjective satisfaction must be done by the Adjudicating authority before ordering investigation under Section 213 of the Companies Act, 2013. Third, that basing an investigation order on unadjudicated Observer Reports violated natural justice. Fourth, that the NCLT was functus officio, having already disposed of the underlying petition.
Most critically, he argued that the RBI as the expert statutory regulator of NBFCs under Chapter III-B of the RBI Act had already examined the same allegations and issued a closure report in March 2025 finding no violations, making a parallel SFIO investigation unwarranted.
The Court stayed the investigation and suo motu added the RBI as a party, recognising that when an expert sectoral regulator is already scrutinising the same allegations, ordering a parallel investigation requires careful judicial consideration. The stay is limited to the investigation and does not affect other pending NCLAT proceedings.
